Does Mr. Sandless, Inc. have the right to sublicense the Proprietary Marks?
Mr_Sandless Franchise · 2025 FDDAnswer from 2025 FDD Document
Under a March 26, 2010 license agreement, Daniel J. Prasalowicz licensed to us the right to use the Proprietary Marks and to sublicense them to System franchisees. The license agreement also allows our Affiliate, Mr. Sandless, Inc., the right to use the Proprietary Marks without the ability to sub-license. Under the license
agreement, we and Mr. Prasalowicz each have the right to terminate this license agreement on 30 days' notice. Upon termination of this license agreement, Mr. Prasalowicz will assume all of the rights and obligations of ours regarding the Proprietary Marks. There are no other agreements that significantly limit our rights to use or license the use of the Proprietary Marks in a manner that is material to the franchise.
Source: Item 13 — TRADEMARKS (FDD pages 26–28)
What This Means (2025 FDD)
According to Mr. Sandless's 2025 Franchise Disclosure Document, Mr. Sandless, Inc. itself does not have the right to sublicense the Proprietary Marks. Daniel J. Prasalowicz, the owner of the marks, has granted the right to use the marks and license them to others for operating a Mr. Sandless outlet. However, the license agreement specifies that while Mr. Sandless, Inc.'s affiliate has the right to use the Proprietary Marks, it does not have the ability to sublicense them.
This distinction is important for potential franchisees because it clarifies who has the authority to grant franchise rights. The document indicates that Mr. Sandless Franchise LLC, not Mr. Sandless, Inc. directly, holds the right to sublicense the Proprietary Marks to franchisees. This arrangement is based on a license agreement between Daniel J. Prasalowicz and Mr. Sandless Franchise LLC.
Furthermore, both Mr. Prasalowicz and Mr. Sandless Franchise LLC have the right to terminate the license agreement with 30 days' notice. Upon termination, Mr. Prasalowicz would assume all rights and obligations regarding the Proprietary Marks. This clause introduces a potential risk for franchisees, as a change in control of the Proprietary Marks could affect their franchise agreement. Prospective franchisees should seek clarification on the stability and long-term prospects of this licensing arrangement to mitigate potential disruptions to their business operations.
In summary, while Mr. Sandless, Inc. benefits from the use of the Proprietary Marks, the right to sublicense these marks to franchisees rests solely with Mr. Sandless Franchise LLC under the terms of the licensing agreement with Daniel J. Prasalowicz. Franchisees should be aware of the conditions and potential risks associated with this arrangement.